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CAPITAL RESERVE ACCOUNT AGREEMENT This Capital Reserve Account Agreement is made and entered into as of May 1, 2009, by and among Clerk of the Circuit Court for Indian River County, Florida (the "Capital Reserve Account Agent"), Mi1B Vero Beach LLC, a Florida limited liability company (the "MiLB"), and Indian River County, Florida, a political subdivision of the State of Florida (the "County"). WHEREAS, the County is the owner of those certain parcels of real property more particularly described on Exhibit "A" and Exhibit "B" attached hereto and incorporated herein by reference (the "Land"), on which Land is located a professional baseball spring training facility commonly known as "Dodgertown"), which is comprised of Holman Stadium, an eighty-nine (89) unit hotel facility, a conference center with meeting and dining rooms, a clubhouse and weight room, in -door batting and pitching cages, baseball administration building, four (4) full baseball practice fields, and two (2) half baseball practice fields (collectively, the "Existing Facilities"), and WHEREAS, the County has leased the Land and the Existing Facilities to MiLB for an initial term of five (5) years, with available renewals, pursuant to that certain Facility Lease Agreement dated as of May 1, 2009 (the "Lease"); and WHEREAS, the County has agreed to undertake certain capital improvements to the Existing Facilities and the Land (collectively, the "Improvements"), as contemplated by the Lease; and WHEREAS, as part of the consideration to be paid by MiLB to the County under the Lease, MiLB has undertaken the obligation to maintain (within the standards set forth in the Lease) the Existing Facilities, the Improvements and any additional improvements on or to the Land voluntarily undertaken by MiLB (collectively, the "Facility) at the sole costs of MiLB; and WHEREAS, the County desires to protect its investment in the County's property consisting of the Land and the Facility and to help insure that the Land and the Facility will be maintained as anticipated by the Lease; and WHEREAS, in order to so protect the County's property, the County has agreed to fund the Capital Reserve Account herein created to assist MiLB in maintaining the Land and the Facility. NOW, THEREFORE, in consideration of the premises and recitals set forth above, which premises and recitals are hereby incorporated herein as if fully set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the County, MiLB and the Capital Reserve Account Agent agree as follows: 1. Funds. In conjunction with the execution of the Lease, the County shall transfer or cause to be transferred to the Capital Reserve Account Agent the amount of $2,000,000.00 to 1